FFIN Form 4: EVP-CIO Defers 788 RSUs into SERP

John J. Ruzicka Jr., EVP-CIO of First Financial Bankshares Inc. (FFIN), reported a routine internal deferral tied to vested equity.

Rhea-AI Filing Summary

John J. Ruzicka Jr., EVP-CIO of First Financial Bankshares Inc. (FFIN), reported a routine internal deferral tied to vested equity. On 08/16/2025, 788 restricted stock units (RSUs) vested but were not received as common shares. Instead, the 788 RSUs were exchanged for 788 deferred stock units under the companys Supplemental Executive Retirement Plan (SERP), which are payable upon the reporting person's termination.

After the reported transaction the filing shows 11,986 shares of common stock beneficially owned directly and 3,467 deferred stock units held in the SERP. The Form 4 was signed by an attorney-in-fact on 08/19/2025.

Positive

• Deferral into SERP preserves executive alignment with shareholder value by keeping economic exposure rather than immediate sale
• Routine, transparent disclosure filed within days of the transaction (08/16/2025 transaction; 08/19/2025 filing)

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: This is a routine executive equity deferral into a SERP; it does not change immediate voting exposure or indicate sale.

The filing documents a non-dispositive administrative conversion: 788 RSUs vested and were converted into deferred stock units under the companys Supplemental Executive Retirement Plan. Such deferrals are common for senior executives seeking tax or retirement-plan treatment and do not reflect a cash sale or transfer outside the company plan. The reported direct common stock holding (11,986 shares) and deferred units (3,467) provide a snapshot of the reporting person's current equity exposure and long-term compensation alignment with shareholders.

Compensation/Risk Analyst

TL;DR: Transaction is compensation-administrative, preserving value for future payout rather than liquidating equity.

The exchange of vested RSUs for deferred stock units indicates use of the SERP to postpone receipt until termination, affecting timing of pay and potentially tax recognition. From an investor-risk perspective, this maintains the executives economic exposure to the company while delaying liquidity; there is no immediate dilution or secondary-market sale reported. The filing does not disclose any change to total potential payout amounts beyond the formality of deferral.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Ruzicka John James Jr

Role EVP-CIO

Type	Security	Shares	Price	Value
Grant/Award	Deferred Stock Units	788	$0.00	$0.00
Disposition	Common Stock	788	$0.00	$0.00

Holdings After Transaction: Deferred Stock Units — 3,467 contracts (Direct); Common Stock — 11,986 shares (Direct)

Footnotes (1)

1. F1. In connection with the vesting on August 16, 2025, of 788 restricted stock units previously granted to the reporting person, the reporting person's receipt of 788 shares of common stock was deferred resulting in the reporting person's receipt instead of 788 shares of deferred stock units into the First Financial Bankshares, Inc. Supplemental Executive Retirement Plan, as amended and restated effected July 26, 2022 (the "SERP"). The reporting person is therefore reporting the disposition of 788 restricted stock units in exchange for an equal number of deferred stock units under the SERP, which are payable upon the reporting person's termination.

FAQ

What transaction did John J. Ruzicka Jr. (FFIN) report on Form 4?

He reported that 788 restricted stock units vested on 08/16/2025 and were exchanged for 788 deferred stock units under the SERP, rather than delivered as common shares.

How many common shares does the reporting person own after this transaction?

The Form 4 shows 11,986 shares of common stock beneficially owned following the reported transaction.

How many deferred stock units does the reporting person hold after the exchange?

The filing reports 3,467 deferred stock units held following the transaction.

When was the transaction and when was the Form 4 filed?

The transaction date is 08/16/2025 and the Form 4 was signed/dated 08/19/2025.

Does this Form 4 indicate an open-market sale of shares?

No. The filing documents an internal deferral of vested RSUs into deferred stock units under the SERP, not an open-market sale.

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Accepted by SEC EDGAR 08/19/2025 - 03:57 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Ruzicka John James Jr

(Last) (First) (Middle)

P O BOX 701

(Street)

ABILENE TX 79604

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FIRST FINANCIAL BANKSHARES INC [ FFIN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP-CIO

3. Date of Earliest Transaction (Month/Day/Year)
08/16/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/16/2025		D		788(1)	D	(1)	11,986	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Deferred Stock Units	(1)	08/16/2025		A		788		(1)	(1)	Common Stock	788	(1)	3,467	D

Explanation of Responses:

1. In connection with the vesting on August 16, 2025, of 788 restricted stock units previously granted to the reporting person, the reporting person's receipt of 788 shares of common stock was deferred resulting in the reporting person's receipt instead of 788 shares of deferred stock units into the First Financial Bankshares, Inc. Supplemental Executive Retirement Plan, as amended and restated effected July 26, 2022 (the "SERP"). The reporting person is therefore reporting the disposition of 788 restricted stock units in exchange for an equal number of deferred stock units under the SERP, which are payable upon the reporting person's termination.

	By: Michelle S. Hickox Attorney in Fact for John J. Ruzicka, Jr.	08/19/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.